-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FqPqTOOFutFVJG3ubs3M3KYr+5DWcqSdWw37QyHUM+nRfF1T6PVT2/nSbKlLQSmy teD29I46NcmpB4Xz4zaCwg== 0001015402-04-001908.txt : 20040507 0001015402-04-001908.hdr.sgml : 20040507 20040507150804 ACCESSION NUMBER: 0001015402-04-001908 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040507 ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20040507 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FIRST CITIZENS BANCORPORATION OF SOUTH CAROLINA INC CENTRAL INDEX KEY: 0000708848 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 570738665 STATE OF INCORPORATION: SC FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-11172 FILM NUMBER: 04788820 BUSINESS ADDRESS: STREET 1: P O BOX 29 STREET 2: 1230 MAIN STREET CITY: COLUMBIA STATE: SC ZIP: 29202 BUSINESS PHONE: 803-253-60 MAIL ADDRESS: STREET 1: ACCOUNTING DEPT STREET 2: 1314 PARK ST PO BOX 29 CITY: COLUMBIA STATE: SC ZIP: 29201 8-K 1 doc1.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): MAY 7, 2004 ----------- FIRST CITIZENS BANCORPORATION, INC. ------------------------------------------------------- (Exact name of registrant as specified in its charter) SOUTH CAROLINA 0-11172 57-0738665 ---------------------------------------------------------------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 1225 LADY STREET COLUMBIA, SOUTH CAROLINA 29201 - ------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (803) 733-3456 ------------------------ ITEM 9. REGULATION FD DISCLOSURE On May 7, 2004, Registrant announced that it has completed the private placement of $50 million aggregate liquidation amount of floating rate trust preferred securities issued by its newly formed subsidiary, FCB/SC Capital Trust II (the "Trust"). The following exhibit is being filed with this Report: EXHIBIT NO. EXHIBIT DESCRIPTION - ----------- ----------------------------------------------------------------- 99 Copy of press release dated May 7, 2004 DISCLOSURES ABOUT FORWARD LOOKING STATEMENTS The following discussion may contain statements that could be deemed forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act, which statements are inherently subject to risks and uncertainties. Forward-looking statements are statements that include projections, predictions, expectations or beliefs about future events or results or otherwise are not statements of historical fact. Such statements are often characterized by the use of the qualifying words (and their derivatives) such as "expect," "believe," "estimate," "plan," "project," "anticipate," or other statements concerning opinions or judgments of Bancorporation and its management about future events. Factors that could influence the accuracy of such forward-looking statements include, but are not limited to, the financial success or changing strategies of Bancorporation's customers, competition, deposit attrition, actions of government regulators, the level of market interest rates, and general economic conditions. 2 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized. FIRST CITIZENS BANCORPORATION, INC. (Registrant) DATE: May 7, 2004 BY: /s/ Craig L. Nix ---------------------------------- Craig L. Nix Chief Financial Officer 3 EXHIBIT INDEX 99 Copy of press release dated May 7, 2004 EX-99 2 doc2.txt EXHIBIT 99 EXHIBIT 99 FIRST CITIZENS COMPLETES PRIVATE PLACEMENT OF $50 MILLION OF TRUST PREFERRED SECURITIES COLUMBIA, S.C., May 7, 2004 - First Citizens Bancorporation, Inc. ("Bancorporation") announced today that it has completed the private placement of $50 million aggregate liquidation amount of floating rate trust preferred securities issued by its newly formed subsidiary, FCB/SC Capital Trust II (the "Trust"). The Trust is an unconsolidated statutory trust formed by Bancorporation for purposes of the transaction. The securities provide for quarterly distributions at a floating rate equal to the U.S. dollar three-month LIBOR plus 2.25%. The rate will be reset quarterly. Beginning on June 15, 2009, Bancorporation, upon regulatory clearance, has the right to redeem all or part of the securities at a redemption price of 100% of their liquidation amount plus any accrued but unpaid distributions. The securities will mature on June 15, 2034. The securities were sold under an exemption from registration under the Securities Act of 1933, as amended (the "Securities Act"), and they have not been registered under the Securities Act or any state securities laws. They may not be offered or sold in the United States absent registration under the requirements of the Securities Act and applicable state securities laws or an available exemption from those registration requirements. The Trust has used the proceeds from the sale of its preferred securities to purchase a like principal amount of floating rate junior subordinated deferrable interest debentures issued by Bancorporation. Bancorporation intends to use the proceeds from this transaction primarily to infuse capital into its bank subsidiary, First Citizens Bank and Trust Company, Inc., to finance the bank's new headquarters building in Columbia, South Carolina. Construction on that building is expected to begin during June 2004. This press release is issued pursuant to Rule 135c under the Securities Act and will not constitute an offer to sell or the solicitation of an offer to buy any of these securities, nor will there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities law of any state. The discussions included in this press release may contain forward looking statements within the meaning of the Private Securities Litigation Act of 1995, including Section 21E of the Securities Exchange Act of 1934 and Section 27A of the Securities Act of 1933. Those statements involve known and unknown risks, uncertainties and other factors that may cause actual results to differ materially. For the purposes of these discussions, any statements that are not statements of historical fact may be deemed to be forward looking statements. Those statements are often characterized by the use of qualifying words such as "expects," "anticipates," "believes," "estimates," "plans," "projects," or other statements concerning opinions or judgments of Bancorporation and its management about future events. The accuracy of such forward looking statements could be affected by such factors as, including but not limited to, the financial success or changing conditions or strategies of Bancorporation's customers or vendors, fluctuations in interest rates, actions of government regulators, the availability of capital and personnel or general economic conditions. -----END PRIVACY-ENHANCED MESSAGE-----